Article 46. Independent Directors of the Bank of the Law on Banks and Banking Activities in the Republic Kazakhstan

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1. A person who is or intends to become a member of the bank's board of directors, an independent director, must comply with the requirements established by the Law of the Republic of Kazakhstan "On Joint Stock Companies" for an independent director, as well as the following additional requirements indicating the independence of the said person from the bank (hereinafter referred to as independence requirements):

1) the said person does not receive remuneration for the performance of official duties, including in the form of shares of the bank and (or) the rights to receive shares of the bank (derivative securities, the underlying asset of which are shares of the bank), in the amount of more than one percent of the total number of outstanding shares of the bank and has not received such remuneration or salary for the last three years.

The requirement established by the first part of this subparagraph does not apply to remuneration received by the specified person for the performance of his official duties as an independent director of the bank and (or) an independent director of a person with a special relationship with the bank.;

2) the said person within one year preceding his appointment as an independent director of the bank:

had no significant business relationship with the bank and/or a person with a special relationship with the bank;

did not own more than one percent of shares, stakes, units or other forms of equity participation, and was not an official in an organization that had significant business relations with the bank and (or) was a person with a special relationship with the bank.

In this subparagraph, a substantial business relationship is understood to mean the conclusion of transactions in excess of the amount established by the regulatory legal act of the authorized body.;

3) during the last three years preceding his appointment as an independent director of the bank, the said person was not an employee of an audit organization that performed an external audit of the bank, a major participant in the bank (bank holding company), an organization that controlled a major participant in the bank (bank holding company) and (or) a subsidiary of the bank;

4) the said person is not and has not been an independent director of the bank for more than nine consecutive years from the date of his first appointment;

5) the said person does not represent, by virtue of authority based on a power of attorney, legislation, court decision or administrative act, the interests of a major participant in the bank (bank holding company) and (or) a person with special relations with the bank, and has not carried out such representation over the past three years;

6) the said person is not a person with a special relationship with the bank and/or has not been for three years prior to the date of submitting the application for approval for the position of an independent director of the bank.;

7) the said person is not and has not been an official of a person associated with the bank in a special relationship for the past three years, except for performing official duties as an independent director of a person associated with the bank in a special relationship;

8) the specified person does not own directly and (or) indirectly in the amount of more than one percent:

shares of the bank;

shares, equity stakes, units or other forms of equity participation in an organization that is a person with a special relationship with the bank;

9) the said person does not have any other conflict of interest that may prevent him from fulfilling his official duties independently and objectively and/or expose him to undue influence from other persons (including officials or shareholders of the bank) due to the fact that the said person and/or his close relatives have held positions in the past or do they currently hold any positions and/or have personal, professional or commercial relationships with other members of the bank's board of Directors and/or the bank's executive body, and/or other persons, have a special relationship with the bank.

For the purposes of this paragraph, a conflict of interest means a situation in which there is a conflict between the personal interest of the said person and the proper performance of his official duties and (or) the property and other interests of the bank and (or) its employees and (or) customers, which entails (may entail) negative consequences for the bank and (or) his clients.

2. In order to ensure compliance with the independence requirements, the independent Director:

notifies the bank's Board of Directors of any circumstances that may lead to the non-compliance of an independent director with the independence requirements.;

Annually, within sixty calendar days after the end of the financial year, submits to the Personnel and Remuneration Committee of the bank's Board of Directors a declaration of compliance with independence requirements in the form approved by the regulatory legal act of the authorized body.

The HR and Remuneration Committee of the bank's Board of Directors, taking into account the information provided by the independent director, evaluates the independent director for compliance with the independence requirements and issues an opinion on the independence of the independent director, as well as ensures immediate disclosure to the Board of Directors of information on the identification of circumstances indicating that the independent director does not meet the independence requirements. An independent director does not participate in the work of the Personnel and Remuneration Committee of the bank's Board of Directors in cases where this independent director is subject to an assessment of compliance with independence requirements.

If an independent director is found to be inconsistent with the independence requirements and it is impossible to eliminate such inconsistency without prejudice (negative consequences) to the bank, the bank's Board of Directors immediately submits to the general meeting of shareholders of the bank the issue of termination of the powers of this independent director.

3. The Board of Directors of the Bank submits to the annual General Meeting of Shareholders of the bank a report on the compliance of the independent directors of the bank with the independence requirements.

4. The Bank annually submits to the authorized body a report on the compliance of independent directors with the independence requirements in the form and within the time limits established by the regulatory legal act of the authorized body.

The Law of the Republic of Kazakhstan dated January 16, 2026 No. 258-VIII SAM.

President

Republic of Kazakhstan

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The Law of the Republic of Kazakhstan dated August 31, 1995 No. 2444. On banks and banking activities, with the introduction of the Law of the Republic of Kazakhstan dated January 16, 2026 No. 258-VIII, the SAM has lost its legal force.

Article 46. Measures to improve the financial condition and/or minimize the risks of the Law on Banks and Banking Activities in the Republic of Kazakhstan

1. In order to eliminate deficiencies, risks or violations, including those identified using reasoned judgment, the authorized body applies measures to improve the financial condition and (or) minimize the risks of a bank, an organization engaged in certain types of banking operations, a bank holding company, a banking conglomerate and (or) organizations that are part of a banking conglomerate, a large a member of the bank by submitting claims for:

1) maintaining equity capital adequacy ratios and (or) liquidity ratios above the minimum values established by the authorized body;

2) suspension and (or) restriction of certain types of banking and other operations, certain types of transactions, or the establishment of a special procedure for their implementation;

3) restructuring of the bank's assets and (or) liabilities, including changes in their structure;

4) cost reduction, including through termination or restriction of additional hiring of employees, closure of individual branches and representative offices, subsidiaries, limitation of monetary remuneration and other types of financial incentives for senior employees;

5) suspension and (or) restriction of investments in certain types of assets or the establishment of a special procedure for their implementation;

6) the formation of provisions (reserves) according to international financial reporting standards;

7) recognition of an individual or legal entity as a person associated with a bank, a bank holding company, or an organization engaged in certain types of banking operations, as a special relationship;

8) changing the terms of a transaction concluded on preferential terms with a person associated with a bank, a bank holding company, an organization engaged in certain types of banking operations, or a special relationship, to the terms of similar transactions with third parties concluded on the date of the transaction with preferential terms;

9) restriction of transactions with persons associated with a bank, a bank holding company, an organization engaged in certain types of banking operations, by special relations;

10) termination of accrual and (or) payment of dividends on ordinary and (or) preferred shares and (or) perpetual financial instruments;

11) review of internal policies and procedures, limits on the permissible amount of risks, procedures for evaluating the effectiveness of the risk management and internal control system;

12) removal from official duties of persons specified in Article 20 of this Law and the regulatory legal act of the authorized body establishing the procedure for forming a risk management and internal control system, including in the case of removal by a bank, a bank holding company, an organization engaged in certain types of banking operations, a non–resident bank of the Republic of Kazakhstan of persons specified in Article 20 of this Law, from the performance of official duties to the application of this supervisory response measure by the authorized body. When applying this supervisory response measure to a senior employee, the authorized body revokes consent to the appointment (election) to the position of a senior employee.;

13) carrying out an assessment of the value of property owned by a major bank participant and (or) a bank holding company;

14) elimination of the causes and (or) conditions that contributed to the violation of the rights and legitimate interests of depositors, and (or) creditors, and (or) clients of banks, organizations engaged in certain types of banking operations;

15) ensuring compliance of their activities with the legislation of the Republic of Kazakhstan.

For the purposes of applying subparagraph 1) of Part one of this paragraph to branches of non-resident banks of the Republic of Kazakhstan, the equity capital adequacy ratio is understood to mean the adequacy ratio of assets accepted as a reserve.

2. The measures provided for in paragraph 1 of this article shall be applied in the form of a written order or written agreement.

3. A written instruction is an instruction to a bank, an organization engaged in certain types of banking operations, a bank holding company, organizations that are part of a banking conglomerate, or a major participant in a bank to take mandatory measures established by paragraph 1 of this article and (or) to submit an action plan for their implementation within the prescribed period (hereinafter referred to as – action plan).

The action plan contains a description of deficiencies, risks or violations, the reasons that led to their occurrence, a list of planned activities, the timing of their implementation, as well as responsible managers.

4. A written agreement is a written agreement concluded between the authorized body and a bank or an organization engaged in certain types of banking operations, or a bank holding company, or organizations that are part of a banking conglomerate, or a major participant in the bank, on the implementation of measures established by paragraph 1 of this article, indicating the time frame for eliminating identified deficiencies, risks or violations, and (or) a list of restrictions that these persons assume until the identified violations and (or) deficiencies are eliminated.

A written agreement must be signed by the bank or an organization engaged in certain types of banking operations, or a bank holding company, or organizations that are part of a banking conglomerate, or a major participant in the bank.

5. A bank, an organization engaged in certain types of banking operations, a bank holding company, an organization part of a banking conglomerate, or a major participant in a bank must notify the authorized body of the implementation of the measures specified in the written instruction and written agreement within the time limits provided for in these documents.

6. If it is not possible to eliminate the violation within the time limits set out in the written order and /or action plan, written agreement, for reasons beyond the control of the bank, bank holding company, an organization part of a banking conglomerate, a major participant in the bank, an organization engaged in certain types of banking operations, the deadline for the execution of the written order and (or) the action plan, written agreement may be extended until the date set by the authorized body.

The Law of the Republic of Kazakhstan dated August 31, 1995 No. 2444.

President

Republic of Kazakhstan

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